THIS STRIKEIRON WEB SERVICES USAGE AGREEMENT(this "Agreement") is entered into by and between StrikeIron, Inc. ("StrikeIron"), and you, the registered single end-user customer organization or entity ("You"). BY CLICKING ON THE "PURCHASE" BUTTON OR BY USING ANY STRIKEIRON WEB SERVICE, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT, AND THE TERMS SHALL BE BINDING WITH RESPECT TO YOUR USE OF THE STRIKEIRON WEB SERVICES IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU WILL NOT BE ABLE TO SUBSCRIBE TO OR USE THE STRIKEIRON WEB SERVICES.
1.1 "StrikeIron Web Services Business Network" means the data exchange services (including the software necessary to operate the data exchange services) provided by StrikeIron that permit You to route and exchange Web Service Data.
1.2 "StrikeIron Web Site" means the online information or service interface to the StrikeIron Web Services Business Network that is accessible via a Web browser, http://www.strikeiron.com/.
1.3 "StrikeIron Catalog" means the service provided by StrikeIron that makes the StrikeIron Web Services accessible over the StrikeIron Web Services Business Network
1.4 "StrikeIron Web Service" means a Registered Provider Web Service which may be accessed by StrikeIron customers through the StrikeIron Catalog upon registration and subscription for such StrikeIron Web Service over the StrikeIron Web Services Business Network.
1.5 "Registered Provider" means a third party provider of the Web Service Data that has specifically authorized StrikeIron to access, use and make limited distribution of applicable Web Service Data included in such third party Web Service over the StrikeIron Web Services Business Network.
1.6 "Web Service Data" means all data and information that is delivered through or derived from a Web Service.
1.7 "Web Service(s)" means a function provided by one software system or application and available for access by another software system or application over the internet or a network.
2.1 Authorization to Use the StrikeIron Catalog Web Services.Subject to the terms and conditions of this Agreement, StrikeIron hereby grants to You a worldwide, non-exclusive, non-transferable, non-sublicensable, revocable (in accordance with Section 9) license to use the StrikeIron Web Service Business Network and StrikeIron Catalog to access, download use and integrate into any application, system, wireless device or Web site the StrikeIron Web Services from the Registered Provider for which you have paid the applicable subscription fee. You acknowledge that the Web Service Data and the Web Service may change from time to time for upgrade purposes without notice. From time to time, You may modify or change the StrikeIron Web Service included in Your service. Any such changes and/or modifications shall be governed by the terms and conditions of this Agreement.
2.2 Limitations. You acknowledge that any use of the StrikeIron Catalog, StrikeIron Web Services or the StrikeIron Web Services Business Network, other than as explicitly permitted by this Agreement is prohibited. You will not: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code from the StrikeIron Web Services; (b) remove, alter, or obscure any proprietary notices (including restricted rights, trademark and copyright notices) of StrikeIron or its Registered Providers on the StrikeIron Web Services Business Network; (c) otherwise use or copy the StrikeIron Catalog, StrikeIron Web Services or the StrikeIron Web Services Business Network or any part thereof, except as expressly allowed under Section 2.1; or (d) resell any of the Web Service Data. You are responsible for the compliance by your personnel and agents with the terms of this Agreement.
2.3 No Implied Rights. There are no implied licenses under this Agreement, and You acknowledge and agree that, subject to the license grants contained in this Agreement, StrikeIron and its licensors retain all rights not expressly granted to You. Except as expressly provided in this Agreement, StrikeIron does not grant and You do not obtain any right to use, distribute, sell, or sublicense the StrikeIron Catalog, the StrikeIron Web Services, or the StrikeIron Web Services Business Network in any form.
3.1 Access to StrikeIron Catalog. You must: (a) provide all equipment, including communications infrastructure, necessary to establish a connection to the World Wide Web; and (b) provide for Your access to the World Wide Web and pay any telephone service fees or network access fees associated with such access.
3.2 Responsibility for Transmitted Data. You acknowledge and agree that certain of the Web Services Data belongs to third parties and is subject to certain third party restrictions. All such third party restrictions will be made available to you at such time as you subscribe to the StrikeIron Web Services or modify your level of StrikeIron Web Services. By entering into this Agreement and by using the StrikeIron Web Services, you acknowledge that you have read and agreed to comply with any such restrictions. StrikeIron shall have no responsibility or obligations with respect to such third party content.
4.1 Account Passwords. You will receive a password for each of your employees or agents authorized to use or access the StrikeIron Web Services and the StrikeIron Web Services Business Network. You are solely responsible and bear all attendant liability if You fail to maintain the confidentiality of these passwords. Furthermore, You are solely liable for any and all activities that occur on Your account. You agree to immediately notify StrikeIron of any unauthorized use of Your account or any other breach of security known to You.
4.2 General Policies and Limitations of Use. StrikeIron may establish general policies and restrictions concerning use of the StrikeIron Catalog, the StrikeIron Web Services Business Network, and the StrikeIron Web Services and post such rules on the StrikeIron Web Site. You will comply with the usage policies and restrictions for the StrikeIron Catalog, the StrikeIron Web Services Business Network, and the StrikeIron Web Services as StrikeIron may amend such policies and restrictions from time to time. StrikeIron reserves the right to change these general policies and restrictions at any time, by posting such changes on the StrikeIron Web Site. If You become aware of any violations of the requirements in this Section 4, You will use your best efforts to remedy and report promptly to StrikeIron all such violations.
4.3 Compliance with Laws and Policies. You hereby agree to abide by and comply with (a) all applicable local, state, national, and international laws and regulations (including applicable laws that pertain to the transmission of technical data, privacy, the encryption of software, the export of technology, the transmission of obscenity, or the permissible uses of intellectual property); and (b) all then-current requirements, procedures, policies, and regulations of networks connected to or using the StrikeIron Catalog.
4.4 Prohibited Uses. You will not use the StrikeIron Catalog, the StrikeIron Web Services, or the StrikeIron Web Services Business Network to take any action, or assist others in taking any action, that (a) is unlawful, harassing, invasive of another's privacy, abusive, threatening, harmful, obscene, defamatory, libelous, or fraudulent; (b) violates the personal privacy rights of others, including the collection and distribution of information about Internet users without their permission; (c) victimizes, harasses, degrades, or intimidates any individual or group of individuals; (d) infringes or misappropriates any patent, trademark, trade secret, copyright, or other intellectual property rights of any party; (e) constitutes unauthorized or unsolicited transmission of advertising, junk or bulk email, or other form of unauthorized solicitation or spam; (f) constitutes an attempt to impersonate any person or entity; (g) is intended to omit, delete, forge, or misrepresent transmission information, including headers, return mailing, and Internet protocol addresses; (h) is intended to withhold or cloak the identity or contact information of You or any Registered Providers; (i) interferes with or disrupts the use of the StrikeIron Catalog, StrikeIron Web Services or the StrikeIron Web Services Business Network by others; (j) results in the disclosure of confidential or insider information; or (k) involves the use of any viruses or codes, files, or programs designed or intended to cause damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or personal information. You acknowledge that StrikeIron neither endorses the content of any user's communications, nor assumes responsibility for any threatening, libelous, obscene, harassing, or offensive material contained therein, any infringement or misappropriation of third party intellectual property rights arising therefrom, or any crime facilitated thereby.
4.5 Denial of Access. StrikeIron reserves the right to deny access to the StrikeIron Catalog, the StrikeIron Web Services Business Network, or the StrikeIron Web Services to any account that violates the policies and restrictions set forth in this Section 4. Strikeiron further reserves the right to take measures to protect its service and other users from harm, compromised capacity, or degradation in performance. These measures may impact your service, and StrikeIron reserves the right to deny, modify, or terminate service, with or without notice, if you are using the StrikeIron Web service in a manner that adversely impacts our services.
You acknowledge and agree that, subject to the license grants contained in this Agreement, StrikeIron and its respective licensors retain all right, title and interest in their respective intangible, intellectual, proprietary and industrial property rights and all intangible embodiments and derivative works thereof, including any and all now known or hereafter existing, in and to: (a) trademarks, trade names, service marks, slogans, domain names, uniform resource locators or logos; (b) copyrights, moral rights, and other rights in works of authorship; (c) patents and patent applications, patentable ideas, inventions and innovations; (d) know-how and trade secrets; and (e) registrations, applications, renewals, extensions, continuations, divisions or reissues of the foregoing (collectively "Intellectual Property Rights"). Except as explicitly set forth herein, neither this Agreement nor any services provided hereunder will give You any ownership interest in the Intellectual Property Rights of StrikeIron or its licensors. Without limiting the generality of the foregoing, You hereby agree that (a) StrikeIron and its suppliers and licensors retain ownership of all Intellectual Property Rights relating to or embodied in the StrikeIron Web Services Business Network, the StrikeIron Catalog, or the StrikeIron Web Services (b) You have no right, title, or interest in or to any Intellectual Property Rights therein, and (c) except for the limited licenses granted to You under this Agreement, nothing in this Agreement will be deemed to grant, by implication, estoppel, or otherwise, a license by StrikeIron to the StrikeIron Catalog, the StrikeIron Web Services Business Network, or the StrikeIron Web Services under any Intellectual Property Rights.
6.1 Warranties. You represent and warrant that (i) You have the full right, power, and authority to enter into this Agreement; and (ii) Your execution and performance of this Agreement does not and will not breach or cause a conflict with any other agreement to which You are bound.
6.2 Disclaimers. STRIKEIRON DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, AND SPECIFICALLY DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, OF THE STRIKEIRON CATALOG, THE STRIKEIRON WEB SERVICES BUSINESS NETWORK, AND THE STRIKEIRON WEB SERVICES. STRIKEIRON DOES NOT REPRESENT OR WARRANT THAT THE STRIKEIRON CATALOG OR THE STRIKEIRON WEB SERVICES WILL OPERATE ON AN UNINTERRUPTED, SECURE OR ERROR-FREE BASIS OR THAT DEFECTS IN THE STRIKEIRON CATALOG OR THE STRIKEIRON WEB SERVICES WILL BE CORRECTED. YOU ACKNOWLEDGES THAT ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE STRIKEIRON WEB SERVICES BUSINESS NETWORK IS DONE AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF APPLICATIONS OR DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA. STRIKEIRON MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE STRIKEIRON WEB SERVICES BUSINESS NETWORK, ANY TRANSACTIONS ENTERED USING THE STRIKEIRON CATALOG, OR ANY THIRD-PARTY PRODUCTS OR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM STRIKEIRON OR THROUGH THE STRIKEIRON WEB SERVICES BUSINESS NETWORK CREATES ANY WARRANTY NOT EXPRESSLY MADE HEREIN. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to You. To the extent that StrikeIron may not disclaim any warranty as a matter of law, the scope and duration of such warranty will be the minimum permissible under applicable law.
7.1 Disclaimer of Liability. NEITHER STRIKEIRON NOR ITS REGISTERED PROVIDERS OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR RELIANCE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR ANY DAMAGES RESULTING FROM ANY INTERRUPTION OR DISRUPTION IN COMMUNICATIONS OR SERVICES, UNAVAILABILITY OR INOPERABILITY OF SERVICES, TECHNICAL MALFUNCTION, LOST DATA, OR LOST PROFITS, EVEN IF STRIKEIRON KNEW OR SHOULD HAVE KNOWN OF THE POSSIBLITY OF OR COULD HAVE REASONABLY PREVENTED SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT WILL THE CUMULATIVE LIABILITY OF STRIKEIRON UNDER THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEED $100 (ONE HUNDRED DOLLARS). IN NO EVENT WILL STRIKEIRON'S REGISTERED PROVIDERS HAVE ANY LIABILITY ARISING OR RESULTING FROM THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, STRIKEIRON WILL NOT BE LIABLE FOR ANY DAMAGES CAUSED BY YOUR COMBINATION OF THE STRIKEIRON CATALOG OR THE STRIKEIRON WEB SERVICES WITH SOFTWARE NOT SUPPLIED BY STRIKEIRON. STRIKEIRON DISCLAIMS ANY AND ALL LIABILITY THAT MAY ARISE FROM YOUR USE OF REGISTERED SERVICES. The limitations on damages set forth in this Section 7 are inapplicable to the contractual indemnification obligations under Section 8.
7.2 No Failure of Essential Purpose. You acknowledge that StrikeIron has entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties set forth in this Agreement and which form an essential basis of the bargain between the parties. You agree that these limitations and disclaimers will survive and apply even if found to have failed of their essential purpose.
8.1 You will defend, indemnify, and hold harmless StrikeIron and its suppliers, and their respective officers, directors, employees, agents, contractors, affiliates, shareholders and permitted successors and assigns, from and against any third party claims arising out of or resulting from any of Your acts or omissions related to Your use of the StrikeIron Web Services Business Network, including any claims related to (a) Your submission, posting, or transmission of any content or other information; (b) any violation by You of Section 4; or (c) the possession or use by StrikeIron or its suppliers of any data or information that You have transmitted or provided in connection with its use of the StrikeIron Web Services Business Network.
9.1 Term. The initial term of this Agreement will commence on Your completion of the online subscription process and payment, unless earlier terminated under Section 9.2 and will remain in effect for period of the payment term selected by You as a part of the registration process, provided that you remain current in Your payments. Thereafter, the term of this Agreement will automatically renew for additional periods in accordance with the payment option selected by You, unless earlier terminated under Section 9.2. Continued use of the StrikeIron Web Services constitutes acceptance of this Agreement and any future versions.
9.2 Termination. Either party may terminate this Agreement with or without cause, upon thirty (30) days written notice. This Agreement and Your authorization to use the StrikeIron Web Services shall automatically terminate ten (10) days after the due date of any payment due and not paid by You.
9.3 Effects of Termination.
(a) Termination of Authorization. Upon the termination of this Agreement, (a) the authorization and all license rights granted in this Agreement will immediately cease; and (b) You will promptly discontinue its use of the StrikeIron Web Services.
(b) Refund of Fee. Upon termination of this Agreement any refund of fees shall be treated in accordance with the refund policy described in the registration form.
9.4 Survival. The provisions of Sections 1, 2.2, 2.3, 3.2, 3.3, 5, 6, 7, 8, 9.3, 9.4 and 10 will survive the expiration or termination of this Agreement.
10.1 Assignment. You may not assign this Agreement, nor assign any rights or delegate any obligations under this Agreement. StrikeIron may assign this Agreement without Your written consent.
10.2 Force Majeure. StrikeIron will not be liable for any failure or delay in its performance under this Agreement, or for damages or losses due to causes beyond its reasonable control, including acts of God, acts of civil or military authority, fires, environmental conditions, riots, wars, sabotage, terrorism, strikes or other labor problems, failure of third party suppliers or vendors, failure of electronic or mechanical equipment or communications lines, telephone or other interconnect problems, unauthorized access, theft, operator error, telecommunications failure or governmental actions.
10.3 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of North Carolina as applied to agreements made, entered into and performed entirely within North Carolina by North Carolina residents.
10.4 Injunctive Relief. You acknowledges that the actual or threatened breach by You of this Section 2 may cause immediate, irreparable harm for which recovery of money damages would be inadequate, and therefore, StrikeIron will be entitled to seek timely injunctive relief to protect its rights, in addition to any and all other remedies available at law.
10.5 Notices. Except for notices pertaining to Section 10.6 below, any notices or communications under the Agreement shall be by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed. If to StrikeIron, such notices shall be addressed to firstname.lastname@example.org or to the address in Section 10.6 below, Attention: Legal Department. If to You, such notices shall be addressed to the electronic or mailing address specified during Your registration process, or such other address as either party may give the other by notice as provided in this Section. It is the Your responsibility to provide accurate information to ensure that StrikeIron is notified of any changes to Your address as specified in this Section.
10.6 Notice of Third Party Claims of Copyright Infringement. All notices of claims of infringement shall be sent to StrikeIron's copyright agent and must be delivered by personal delivery, by facsimile, by nationally recognized overnight courier, or by certified or registered U.S. mail, return receipt requested, and will be deemed effective upon: personal delivery, acknowledgement of receipt of electronic transmission, one day after deposit with a nationally recognized overnight courier, or five (5) days after deposit in the U.S. mail. StrikeIron's copyright agent who is to receive notice under the Digital Millennium Copyright Act for claims of copyright infringement for the StrikeIron Catalog, the StrikeIron Web Services Business Network, and the StrikeIron Web Services is as follows:
StrikeIron may change the name and address of and other information for its copyright agent at any time upon written notice to You as provided in Section 10.5. If You believe that a work of authorship has been infringed, you will provide StrikeIron's copyright agent with the following information or items: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that claimed to have been infringed; (c) a description of where the material that is claimed to be is infringing is located; (d) Your address, telephone number, and email address; (e) a statement that it has a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement, made under penalty of perjury, that the information in its notice is accurate and it is the copyright owner or authorized to act on the copyright owner's behalf.
10.7 Attorney's Fees. If any legal action is brought to construe or enforce any provision of this Agreement, the prevailing party will be entitled to receive its reasonable attorney's fees and court costs, in addition to any other relief that it may be entitled to receive.
10.8 Publicity. Neither party will make any public statement, press release or other announcement relating to this Agreement. This Section 10.8 will not in any way restrict either party from complying with any law, regulation or other governmental demand or request for information.
10.9 Export Control. Regardless of any disclosure made to StrikeIron of an ultimate destination or use of the StrikeIron Web Services Business Network. You warrant that you will not export or re-export, directly or indirectly, any such items without first obtaining any and all necessary licenses and approvals from the U.S. Department of Commerce, or any other agency or department of the U.S. Government, or any foreign government, as required. By accessing the StrikeIron Catalog you are warranting that you are not located in, under the control of, or a national or resident of any such country or appear on any such list.
10.10 Severability; Waiver. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision. The failure to enforce or waiver of any party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.
10.11 Construction. The headings of sections in this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word "including" means "including but not limited to."
10.12 Entire Agreement. Except as provided in Section 1.1, this Agreement sets forth the complete, exclusive and final statement of the agreement among the parties with respect to the subject matter hereof. This Agreement supersedes and replaces any and all prior agreements among the parties regarding such subject matter.
All prices are in U.S. dollars and all payments must be remitted in U.S. dollars. If remittance is paid by wire transfer, customer agrees to pay all wire transfer fees in addition to the purchase price.
There are two ways to purchase: monthly subscription and annual subscription. Depending on the product/service purchased, either one or more types may be available. You will be charged in accordance with the Subscription Terms below.
Prorated: At the time of purchase, your credit card will be charged for a pro-rated amount for the current month's service, plus one month in advance. Your hit count is also prorated and you are granted the appropriate number of hits for the partial month, plus one full month's hits. Thereafter, your anniversary date will be set to, and your credit card will be charged on, the first day of every month for the full month's rate.
Not prorated: At the time of purchase, your credit card will be charged for one full month's service and your hit count is set to the total number of hits purchased. Your anniversary date is set to the first day of the very next month. Your credit card is charged again, and your hit count is reset. On the first of every month, thereafter, your credit card is charged, and hit count is reset.
At the time of purchase, your credit card will be charged for one year's rate with an anniversary date set to the first day of the first month following the purchase date. For example, if you make a purchase on April 15, 2010, you will be billed on that date for a one-year subscription. Your anniversary date will be May 1 of every year, and your first renewal date will be on May 1, 2011.
If your usage exceeds the typical use for your service tier, you agree that StrikeIron has the right to change your service tier and apply additional charges provided that prior to the imposition of any additional charge, StrikeIron shall provide you with notice.
Monthly and Annual subscriptions include upgrades and basic telephone and email support during StrikeIron's normal business hours throughout the subscription period.
Your subscription will be renewed automatically until you notify StrikeIron of your intent to cancel. Your notification must be received on a business day prior to the next anniversary date of your subscription renewal, otherwise you will be charged for the next full month or year. To cancel a subscription, please send an email to email@example.com.
-Monthly and annual subscriptions will be validated electronically over the Internet.
-Rate increases may occur on the anniversary date of your subscription.
-Billing Terms are subject to change without notice.
-For any questions, please contact StrikeIron at +1.919.467.4545 ext. 1100 or at firstname.lastname@example.org.
The following Refund Policy applies to all paid StrikeIron Subscription Products and Services. IMPORTANT NOTE: Subscription Fees will not be refunded if the subscription has been canceled due to a violation of any StrikeIron Product or Service Usage Agreement.
Monthly and annual subscriptions are non-refundable for customers terminating their service or product purchase on a voluntary basis.
You may voluntarily cancel your monthly subscription with at least one business day notice prior to your next monthly renewal date.
You may voluntarily cancel your annual subscription with at least one business day notice prior to your next annual renewal date. No refund will be made for early cancellations.
Should the service or product purchased become permanently unavailable prior to your subscription renewal date, StrikeIron will refund you for the pro-rated amount based on the lesser of either the number of records remaining or the number of days/months remaining before your subscription renewal date.
StrikeIron reserves the right to revise the terms of this Refund Policy. Any changes made will apply to all subscriptions purchased or renewed (in the case of monthly subscription) after the date such change was implemented.